Saint Joseph Medical Foundation Inc

“The board of directors may, by resolution adopted by a majority of the directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in the bylaws, the board of directors may set the qualifications for membership on any committee it may establish; provided that each committee shall consist of at least two (2) directors of the corporation. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the board of directors must include only directors of the corporation. Minutes of all committee meetings shall be recorded and copies of such minutes shall be provided to the board of directors. Actions of committees shall be reported to the full board of directors, but actions of committees which include persons other than directors, shall be subject to ratification by the full board of directors.”

“According to the bylaws of saint joseph medical foundation, inc., the sole member of the corporation shall be saint joseph health system, inc., a kentucky nonprofit corporation.”

“Directors of the corporation, other than ex officio directors, if any, shall be appointed by the corporate member no later than june 30 of each year. Prior to each annual meeting of the corporate member, or such other meeting called for the purpose of appointing directors of the corporation, the board of directors may select a slate of nominees qualified to serve on the board of directors of the corporation in addition to the ex officio directors. The names and qualifications of each such individual shall be submitted to the corporate member, who shall then appoint or refuse each nominee in accordance with the corporate member's bylaws and with the endorsement of the executive vice president and chief operating officer or other designee. Notwithstanding anything in these bylaws to the contrary, the corporate member may unilaterally appoint one or more individuals to the board of directors whether or not the board furnishes the corporate member with a list of individuals qualified to serve on the board of directors of the corporation in accordance with this section.”

“Saint joseph medical foundation's (sjmf) corporate member is saint joseph health system, inc. Pursuant to section 5.4 of the organization's bylaws, both saint joseph health system, inc. And catholic health initiatives ("chi") (saint joseph health system's sole corporate member) have reserved powers as outlined in the chi governance matrix. Pursuant to the governance matrix, the following rights are held by the saint joseph health system, inc's board: * approve members of the sjmf board * amendment of the corporate documents of sjmf * approve removal of a member of the governing body of sjmf * adoption of long range and strategic plans for sjmf the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: * substantial change in the mission or philosophy of sjmf * removal of a member of the governing body of sjmf * approval of issuance of debt by sjmf * approval of participation of sjmf in a joint venture * approval of formation of a new corporation by sjmf * approval of a merger involving sjmf * approval of the sale of all or substantially all of the assets of sjmf * to require the transfer of assets by sjmf to chi to accomplish chi's goals and objectives, and to satisfy chi debts. Pursuant to section 5.5.2 of the organization's bylaws, saint joseph health system, inc. Or chi may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“Once the return is prepared, the return is reviewed by the chief financial officer. Subsequent to review by the chief financial officer, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“Saint joseph medical foundation has a board policy that references the duality of interest and conflict of interest policies provided by chi national. At the annual board and board committee meetings all members are requested to sign conflict of interest statements. The signed statements are retained in the administrative files. All members are requested to declare potential conflicts of interest at each board and/or committee meeting of the board (finance/audit and compliance committee and the performance improvement committee). If the board finds that a conflict does exist regarding the agenda items to be presented for action, members are requested to abstain from voting. In addition, a questionnaire is sent annually to all board members, officers, and employees.”

“The document retention and destruction policy is more of an operational policy. These types of policies usually do not go to the board of directors (bod). This has not been approved by the bod.”

“During the tax year ended 6/30/14, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a.”

“The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.org. The organization's governing documents and conflict of interest policy are available upon request from the administration department. In addition, the governing documents are available from the secretary of state.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“The saint joseph medical foundation will promote the charitable healthcare mission of catholic health initiatives by the following. Promoting and supporting the expansion of the primary health care base of saint joseph health system and being caring advocates for the patients, the profession, and members. Providing the highest quality services, products, and information to establish, enhance and sustain the mission. Develop integrated services between the hospitals and its medical staff. Assisting and educating the hospitals, and the independent medical staff to respond to the changing healthcare marketplace, which may include capitated, assumed risk, and global contracting. The saint joseph hospital medical foundation is committed to providing quality health care services in a caring environment to all patients regardless of their ability to pay. Our services will be carried out in accordance with catholic health initiatives philosophy and mission. The saint joseph hospital medical foundation will carry on its work, not for profit, but exclusively for charitable, scientific, literary, or educational purposes within the meaning of section 501 (c) (3) of the internal revenue code of 1986. We are committed to fulfilling this mission by promoting the delivery of primary care health care services throughout the service area of saint joseph healthcare, including health services, health education and community outreach programs. We will provide these services regardless of the patient's ability to pay, age, sex, religion or national origin. The physicians of the medical foundation participated in a series of community health education and wellness programs coordinated by saint joseph health system. The medical foundation physicians served as presenters for a number of programs on a variety of health topics of general interest. These programs are made available to the public and are provided free of charge to those who cannot pay. The medical foundation and its professional staff have provided ongoing support to saint joseph health system in its charitable mission. Professional staff of the medical foundation volunteered their time and talents to help meet the health care needs of the undeserved populations of the health system service areas.”

“Transfer from jhsmh to close books - xxx-xx-xxxx;”